EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of this 6th day of May,
1996 by and between RENTRAK CORPORATION, an Oregon corporation
(hereinafter referred to as "Employer"), and ▇▇▇▇▇▇▇ ▇▇▇▇
(hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, Employer is a publicly held corporation which, in
turn, controlling interest in several subsidiary companies
including, but not limited to Rentrak Home Entertainment, The Pro
Image, Inc., Dover Aggregates, Inc., BlowOut Video, Inc., and
Mortco, Inc.; and
WHEREAS, Employer desires to employ Employee in the position
of Chief
Accounting Officer, and Employee desires to be so employed; and
NOVV, THEREFORE, in consideration of the mutual promises,
covenants and agreements herein contained, the recitals set forth
hereinabove which by this reference are incorporated herein, and
other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
SECTION 1. EMPLOYMENT
1.01 Position and Title. Employer shall employ and engage
the services ofEmployee, in the position of Chief Accounting Officer
for the
Term of this Agreement as defined in Section 2, pursuant to the
terms and conditions set forth in this Agreement.
1.02 Duties and Place of Employment.
(a) Employee shall be responsible for, and perform
duties associated
with, her position as Chief Accounting Officer and other duties
as may be directed by the Employer, from time to time. Employee
shall: (i) devote her full business time during normal business
hours to the business and affairs of Employer; (ii) use her best
efforts to promote the interests of Employer; and (iii) perform
faithfully and efficiently her responsibilities. Employee shall
perform her duties at the Employer's principal executive offices,
which are currently located at ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, or such other locations as may be directed by
Employer from time to time. Subject to the terms of this
Agreement, Employee shall comply promptly and faithfully with all
of Employer's policies, instructions, directions, requests, rules
and regulations.
(b) After a Change of Control (as defined below),
during the Term of this Agreement, Employee shall continue to
serve Employer in the same capacity and have the same authority,
responsibilities and status as she had as of the date immediately
prior
Page 1 - EMPLOYMENT AGREEMENT
to the Change of Control. After a Change of Control, during the
Term of this Agreement, Employee's services shall be performed at
the location where Employee was employed as of the date
immediately prior to the Change of Control, or at such other
location as may be mutually agreed between Employer and Employee.
(c) For purposes of this Agreement, a "Change of
Control" shall be deemed to have occurred upon the first
fulfillment of the conditions set forth in any one of the
following four paragraphs:
(1) any "person" (as such term is defined in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than a trustee or
other fiduciary holding securities under an employee benefit plan
of Employer, is or becomes a beneficial owner (within the meaning
of Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of Employer, representing twenty-five
percent (25%) or more of the combined voting power of Employer's
then outstanding securities; or
(2) a majority of the directors elected at any
annual or special meeting of stockholders are not individuals
nominated by Employer's then incumbent Board; or
(3) the shareholders of Employer approve a merger
or consolidation of Employer with any other corporation, other
than a merger or consolidation which would result in the voting
securities of Employer outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
at least seventy-five percent (75%) of the combined voting power
of the voting securities of Employer or such surviving entity
outstanding immediately after such merger or consolidation, or
the shareholders of Employer approve a plan of complete
liquidation of Employer or an agreement for the sale or
disposition by Employer of all or substantially all of its
assets.
SECTION 2. TERM and TERMINATION
2.01 Stated Term. Employment shall commence on the effective
date of this Agreement and shall continue for a period of five
(5) years ending on May 5, 2001 (the "End Date") or until
Employee's employment under this Agreement is terminated pursuant
to this Section 2 ("Term").
2.02 At Will Termination. Notwithstanding anything herein to
the contrary, Employee's employment may be terminated by Employer
at any time without cause upon thirty (30) days written notice to
Employee.
2.03 For Cause Termination. Employee's employment may be
terminated by Employer for "cause" without notice. Termination
for "cause" is defined for purposes of this subsection as
termination for: (i) material failure of Employee to
substantially perform
Page 2 - EMPLOYMENT AGREEMENT
the reasonable and attainable instructions of Employer as to her
duties hereunder; or (ii) an act or acts of misconduct by
Employee which is determined by the Employer to be materially
injurious to Employer monetarily or otherwise; or (iii) material
violation by Employee of any provision of this Agreement. For
purposes of this subsection, termination for "cause" shall not
include any act or failure to act on Employee's part if
done or omitted to be done by her in demonstrable good faith and
with the reasonable belief that her act or omission was in the
best interest of the Employer or pursuant to an express policy of
Employer at the time of such act or omission.
2.04 Disability or Death. Employee's employment shall be
terminable immediately upon Employee's death or disability.
"Disability" is defined for purposes of this subsection as
absence from Employee's full time duties with Employer as a
result of Employee's incapacity due to physical or mental
illness, or due to other circumstances that qualify as family
care or disability leave under federal and Oregon law for more
than twelve (12) weeks calculated on a cumulative basis during
any one (1) year period during the Term of this Agreement.
Nothing in this Section 2.04 is intended to violate any federal
or Oregon State law regarding parental or family leave policies
or any other applicable law.
2.05 Termination by Employee for Good Reason. Employee's
employment may be terminated by Employee at any time for "Good
Reason" as that term is defined below. Employee's continued
employment shall not constitute consent to, or a waiver of rights
with respect to, any act or failure to act constituting Good
Reason hereunder. "Good Reason" shall mean (i) a material breach
by Employer of the terms of this Agreement; provided that
Employee shall have no right to terminate this Agreement pursuant
to this clause (i) unless Employer has had at least 15 days after
receipt of written notice to cure such failure, or (ii) the
occurrence (without Employee's express written consent), within
two (2) years after any Change of Control of any one of the
following acts by Employer, or failures by Employer to act:
(a) The assignment to Employee of any duties
inconsistent with Employee's status as an executive officer of
Employer or a substantial adverse alteration in the nature or
status of Employee's title, position, duties, functions, working
conditions or responsibilities from those in effect immediately
prior to the Change of Control other than any such alteration
primarily attributable to the fact that Employer may no longer be
a public company;
(b) A reduction by Employer in Employee's annual Base
Salary as in effect on the date hereof or as the same may be
increased from time to time;
(c) The relocation of Employer's principal executive
offices to a location more than thirty-five miles from the
location of such offices immediately prior to the
Change of Control or Employer's requiring Employee to be based
anywhere other than Employer's principal executive offices except
for required travel on Employer's business
Page 3 - EMPLOYMENT AGREEMENT
to an extent substantially consistent with Employee's business
travel obligations immediately prior to the Change of Control;
(d) The failure by Employer, without Employee's consent, to
pay to Employee any portion of Employee's current compensation;
(e) The failure by Employer to continue in effect any
compensation plan in which Employee participates immediately
prior to the Change of Control which is material to Employee's
total compensation unless an equitable arrangement (embodied in
an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by Employer to continue
Employee's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both
in terms of the amount of benefits provided and the terms and
conditions of such benefits, including, without limitation, the
level of Employee's participation relative to other participants,
as such relative level existed at the time of the Change of
Control;
(f) The failure by Employer to continue to provide
Employee with benefits substantially similar to those enjoyed by
Employee under any of Employer's pension, life insurance,
medical, health and accident, or disability plans in which
Employee was participating immediately prior to the Change of
Control, the taking of any action by Employer which would
directly or indirectly materially reduce any of such
benefits or deprive Employee of any material fringe benefit
enjoyed by Employee immediately prior to the Change of Control,
or the failure by Employer to provide Employee with the number of
paid vacation days to which Employee is entitled on the
basis of years of service with Employer in accordance with
Employer's normal vacation policy in effect immediately prior to
the Change of Control; or
(g) The failure of Employer to obtain a satisfactory
agreement from any successor to assume and agree to perform this
Agreement, as contemplated in Section 7.04.
2.06 Other Termination by Employee. Employee's employment
may be terminated by Employee at any time without Good Reason
upon thirty (30) days written notice to Employer.
SECTION 3. COMPENSATION
3.01 Base Salary. Commencing on May 6, 1996, Employee shall
be paid an annual base salary in the amount of one hundred three
thousand dollars ($103,000.00)
(as initially established and as increased as set forth below,
the "Base Salary"). The Base Salary shall be paid to Employee in
equal semi-monthly installments in arrears on the seventh (7th)
and twenty-second (22nd) day of each month, commencing as of the
first semi-monthly pay period following the effective date of
this Agreement. Should the seventh (7th) or the twenty-second
(22nd) day of any month not be a business day, Employee's semi-
monthly installment of the Base Salary otherwise due on such date
shall
Page 4 - EMPLOYMENT AGREEMENT
be paid to Employee on the business day closest to the date such
semimonthly installment is due (i.e., if the seventh (7th) day of
the month falls on a Saturday, the semi- monthly installment
shall be paid on the preceding business day or if the seventh
(7th) day of the month falls on a Sunday, the semi-monthly
installment shall be paid on the next following business day).
Employee's Base Salary may be increased at the discretion of
Employer during the Term of this Agreement.
3.02 Bonus Compensation. Nothing herein shall preclude the
Employer from authorizing the payment of additional compensation
to Employee over and above the Base Salary at any time payable to
her under this Agreement, whether as a bonus or otherwise. The
payment of such additional compensation shall not operate as an
amendment obligating Employer to make any similar payment or to
pay additional compensation at any future time or for any future
period, or be deemed to affect Employee's Base Salary in any
manner. Employee will participate in whatever bonus
plan is adopted by Employer including any cash bonus pools
established from time to time by Employer for Corporate
Executives.
3.03 Stock options. Upon the commencement of the Term of
this Agreement, Employer shall grant Employee ten thousand
(10,000) share options for Employer's stock.
SECTION 4. BENEFITS.
4.01 Vacation and Holiday Pay. As of the effective date of
this Agreement, Employee will be entitled to: (i) accrued
vacation time at the rate of four (4) weeks of paid vacation
during each year of employment; and (ii) will be eligible to
receive pay for Employer-paid holidays.
4.02 Insurance. Employee shall be entitled to medical, life,
worker's compensation, social security and state unemployment
insurance benefits as provided under Employer's then current
terms, policies and procedures. Employee shall not be
entitled to disability insurance benefits. For five years
following a Change of Control, Employer shall use its best
efforts to continue to provide directors' and officers' liability
insurance covering Employee (with respect to events occurring
prior to termination of Employment) on terms no less favorable
(in terms of coverage and amounts) than those of such insurance
in effect immediately prior to the Change of Control. Following a
Change of Control, Employer will indemnify and hold harmless
Employee (and advance expenses) to the full extent provided in
the Articles of Incorporation and Bylaws of Employer as in effect
immediately prior to the Change of Control.
4.03 Tuition Reimbursement. Employee shall be entitled to
reimbursement for tuition, enrollment fees, books, and related
continuing education travel expenses pursuant to Employer's
education 'assistance program. Employee shall comply with all
Employer's terms, policies and procedures regarding its education
assistance program. [In addition, Employer shall reimburse all
cost incurred by Employee to maintain Employee's "active status"
CPA license.]
Page 5 - EMPLOYMENT AGREEMENT
4.04 Business Expenses. During the Term of this Agreement,
Employee shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by Employee in the performance
of her duties pursuant to this Agreement in accordance with the
policies and procedures of Employer now or hereinafter in effect.
4.05 Miscellaneous Benefits. In addition to any other
compensation or benefits to be received by Employee pursuant to
the terms of this Agreement, Employee shall be entitled to
participate in any employee benefits which Employer may from time
to time provide its employees generally.
SECTION 5. PAYMENTS UPON TERMINATION OF EMPLOYMENT
5.01 Termination for Cause. In the event of the termination
of Employee's employment by Employer for cause pursuant to
Section 2.03, within ten days of termination, Employer shall pay
to Employee only the Base Salary accrued pursuant to Section 3.01
through and including the date of termination. No other
compensation shall be due or payable under this Agreement in the
event of a termination for Cause.
5.02 Termination for Death or Disability. In the event of
the termination of Employee's employment pursuant to Section 2.04
due to her death or disability, within ten days of termination,
Employer shall pay to Employee or Employee's estate or legal
representative, as the case may be, in a lump sum, the Base
Salary accrued pursuant to Section 3.01 through and including the
date of termination. During the period of Employee's disability,
but prior to Employee's termination of Employment, Employee shall
be entitled to receive all compensation as set forth in this
Agreement. No other compensation shall be due or payable under
this Agreement in the event of a termination due to the
Employee's death or disability.
5.63 Termination by Employer Without Cause After Change of
Control or by Employee for Good Reason. In the event of the
termination of Employee's employment by Employer pursuant to
Section 2.02 within two years after a Change of Control or by
Employee pursuant to Section 2.05, within ten days of termination
Employer shall pay to Employee, in a lump sum, the lesser of (i)
all Base Salary which Employer is obligated to pay to Employee
pursuant to Section 3.01 through the End Date or (ii) six months'
Base Salary which Employer is obligated to pay to Employee
pursuant to Section 3.01 during the current fiscal year.
5.04 Other Termination by Employer. In the event of
termination of Employee's
employment by Employer pursuant to Section 2.02 prior to a Change
of Control or more than two years after a Change of Control,
Employer shall pay Employee the Base Salary accrued pursuant to
Section 3.01 as of the date of termination plus severance
payments in an amount equal to three months' Base Salary at the
rate at which Employer is obligated to pay to Employee pursuant
to Section 3.01 during the current fiscal year, payable in
installments as if still employed; provided. however, that during
the period that Employer is making severance payments pursuant to
this Section 5.04, Employer shall
Page 6 - EMPLOYMENT AGREEMENT
have the right to request Employee to provide reasonable evidence
that she is using her best efforts to obtain other employment,
and in the event that Employee fails to provide such reasonable
evidence, then Employer shall not be obligated to pay any
severance payments; and provided further that if Employee is
successful in obtaining such employment, the amount of severance
payments that would have been payable after the time that
Employee obtains such employment shall be reduced by the amount
of any remuneration received from such employment. For the
purposes of this Agreement, "remuneration" shall be defined to
include cash payments, the face value of any promissory notes
issued to Employee regardless of the terms of payment or whether
payments are ever received, stock or stock options valued as of
the day granted, or any other compensation given in any form
whatsoever.
5.05 Other Termination by Employee. In the event of the
termination of Employee's employment by Employee pursuant to
Section 2.06, within ten days of termination, Employer shall pay
to Employee only the amount of Base Salary accrued
pursuant to Section 3.01 through and including the date of
termination. No other compensation shall be due or payable under
this Agreement in the event of such a termination.
5.06 Insurance Benefits. Employee is entitled to elect to
continue the medical and life insurance described in Section 4.02
during a period of two (2) years following an event of
termination described in Section 2.05 and a period of six (6)
months following an event of termination described in Section
2.02. If Employee elects to continue such coverage, Employer
shall reimburse Employee for the premiums paid by Employee, which
Employer ordinarily paid, for such insurance as such premiums are
paid until such time as the continued insurance terminates or
Employee obtains replacement full-time employment and is covered
by such new employer's group medical health and life insurance
plan with benefits substantially similar to those provided by
Employer's insurance plan and without any pre-existing
conditions, exclusions, limitations or restrictions, whichever
occurs first. Such reimbursement shall be reduced for an amount
equivalent to the amounts charged Employee for health coverage
immediately prior to the occurrence of the Change of Control.
(a) The medical continuation coverage provided
pursuant to this Section 5.06 shall satisfy the Employer's
obligations under the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("COBRA") during the period that such continuation
coverage is provided and the Employer and the Employee shall
comply with the
requirements of COBRA. In the event that Employer's insurance
provider(s) will not permit continuation coverage beyond that
required by COBRA, then Employer may arrange for similar coverage
under different policies.
5.07 Other Compensation. Except as set forth in this Section
5.07, no other compensation shall be due or payable to Employee
upon termination of her employment.
Page 7 - EMPLOYMENT AGREEMENT
5.08 Stock Options. In the event of a termination of
Employee's employment, all stock options held by Employee shall
be treated in the manner described in the stock option agreements
entered into between Employer and Employee. Such agreements
shall provide that all of Employee's previously issued stock
options in the Company shall fully vest in the event of the
termination of Employee's employment by Employer pursuant to
Section 2.02 within two years after a Change of Control or by
Employee pursuant to Section 2.05.
5.09 Right to Decline Payments. Employee, at her sole and
absolute discretion, shall have the right to decline all or a
portion of any payments under this Agreement.
SECTION 6. PERSONAL NATURE
This Agreement is personal, and is being entered into based
upon the singular skill, qualifications and experience of
Employee. Employee shall not assign this Agreement or any rights
hereunder without the express written consent of Employer
which may be withheld with or without reason. Employee hereby
grants to Employer the right to use Employee's name, likeness
and/or biography in connection with the services performed by
Employee hereunder and in connection with the advertising or
exploitation of any project with respect to which Employee
performs services hereunder.
SECTION 7. RESTRICTIVE COVENANTS
7.01 Non-Competition. During the term of Employee's
employment under this Agreement and for eighteen (18) months
thereafter, Employee shall not own or have any interest directly
in, or act as an officer, director, agent, employee or consultant
of, or assist in any way or in any capacity, any person, firm,
association, partnership, corporation, or entity which is
competitive with the business then engaged in by Employer, in any
area where Employer engages in business (a "Competitive Entity").
The restrictions of this Section prohibiting ownership in a
competitive business shall not apply to Employee's ownership of
less than ten percent (10%) of the publicly traded securities of
any Competitive Entity.
7.02 Delivery of Records. Upon termination of Employee's
employment with Employer, Employee shall deliver to Employer all
books, records, lists, brochures and other property belonging to
Employer or developed in connection with the business of
Employer.
7.03 Confidentiality. Except in connection with the
performance of her duties hereunder, Employee shall not at any
time during or after her employment with employer, reveal,
divulge or make known to any person, firm or corporation any
confidential knowledge or information or any confidential facts
concerning any suppliers, purchasers, methods, processes,
developments, schedules, lists or loans of or relating to the
business of Employer and Employee will retain all confidential
knowledge and information which she has acquired or which she
will acquire during her employment therewith relating to
Page 8 - EMPLOYMENT AGREEMENT
such suppliers, purchasers, methods, processes, developments,
schedules, lists or plans and the business of Employer for the
sole benefit of Employer, its successors and assigns; provided,
however, that this restriction shall not apply to any knowledge,
information or fact held by or known to Employee that is
available from sources other than Employee or which was acquired
by Employee other than in her capacity as Employee; provided,
further, that this restriction shall not apply to any knowledge,
information or fact that, in the unqualified opinion of
Employee's counsel, Employee is required to reveal or disclose as
a result of court order, subpoena or similar legal duress or if
disclosure is otherwise required by law. Employee shall give
Employer prompt written notice upon Employee's receipt of any
such order or subpoena and a reasonable opportunity (in the
circumstances) prior to disclosure to seek a protective order.
Employee shall not be required to seek any protective order or
commence any proceeding to do so.
7.04 Survival. The provisions of this Section 7.04 shall
survive the termination of the basic term of this Agreement and
shall inure to the benefit of Employer, its successors and
assigns.
SECTION 8. NOTICES
Any and all notices or other communications required or
permitted by this Agreement or by law shall be deemed duly served
and given when personally delivered to the party to whom such
notice or communication is directed or, in lieu of such personal
service, when deposited in the United States mail, certified,
return receipt requested, first class postage prepaid, addressed
as follows:
EMPLOYER: Rentrak Corporation
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇
EMPLOYEE: ▇▇▇▇▇▇▇ ▇▇▇▇
Each party may change its address for purposes of this
Section by giving written
notice of such change in the manner provided for in this Section.
SECTION 9. MISCELLANEOUS PROVISIONS
9.01 Attorneys' Fees; Disputes Concerning Termination.
(a) Subject to Section 9.01(b), in the event that it
should be become necessary for any party to bring an action,
including arbitration, either at law or in equity, to enforce or
interpret the terms of this Agreement, each party shall pay its
own attorneys'
Page 9 - EMPLOYMENT AGREEMENT
fees, including those incurred in resolving the dispute prior to
initiation of any litigation and at trial and on any appeal.
(b) Following a Change of Control, if within fifteen
(15) days after any notice of termination for Good Reason is
given by Employee pursuant to Section 2.05, Employer notifies
Employee that a dispute exists concerning the termination, the
date of termination of this Agreement shall be the date on which
the dispute is finally determined, either by mutual written
agreement of the parties or by a final determination; provided
further that the date of termination shall be extended by a
notice of dispute from Employer only if such notice is given in
good faith and Employer pursues the resolution of such dispute
with reasonable diligence. Following a Change of Control,
Employer shall provide all witnesses and evidence reasonably
required by Employee to present Employee's case. If a purported
termination by Employer within two years after a Change of
Control or by Employee for Good Reason occurs and such
termination is disputed, Employer shall pay to Employee all
reasonable expenses and legal fees incurred by Employee as a
result of a termination in seeking to obtain or enforce any right
or benefit provided by this Agreement (whether or not Employee is
successful in obtaining or enforcing such right or benefit) .
(c) If a purported termination by Employer within two
years after a Change of Control or by Employee for Good Reason
occurs and such termination is disputed, Employer shall do either
of the following:
(1) so long as Employee continues to provide
services, Employer shall continue to pay Employee the full
compensation in effect when the notice giving rise to the dispute
was given (including, but not limited to, salary and estimated
bonus) and continue Employee as a participant in all
compensation, benefit and insurance plans in which Employee was a
participant when the notice giving rise to the dispute was given,
until the dispute is finally resolved; provided that Employee's
right to continue to provide such services is solely within the
discretion of Employer, and nothing herein shall prohibit
Employer from terminating such services.
(2) if Employee is no longer providing services,
Employer shall pay Employee fifty percent (50%) of the amount
specified in Section 5.03 and Employer will provide Employee with
the other benefits provided in Section 5.06, if, and only if,
Employee agrees in writing that if the dispute is resolved
against Employee, Employee will promptly refund to Employer all
payments specified in Section 5.03 that Employee receives under
this paragraph (c) plus interest at the rate provided in Section
1274(d) of the Internal Revenue Code of 1986, as amended (the
"Code"), compounded quarterly. If the dispute is resolved in
Employee's favor, promptly after resolution of the dispute,
Employer will pay Employee the sum which was withheld during the
period of the dispute, plus interest at the rate provided in
Section 1274(d) of the Code, compounded quarterly.
Page 10 - EMPLOYMENT AGREEMENT
Amounts paid under this paragraph (c) shall offset against and
reduce other amounts due under this Agreement. If the dispute is
resolved by a determination that Employee did not have Good
Reason, this Agreement, in accordance with its terms, will
continue to apply to the circumstances of Employee's employment
by Employer and any termination thereof.
9.02 Applicable Law and Venue. This Agreement is executed
and intended to be performed in the State of Oregon and the laws
of such State shall govern its interpretation and effect. If suit
is instituted by any party hereto or by any other party for
any cause or matter arising from or in connection with the
respective rights or obligations of the parties hereunder, the
jurisdiction and venue for such action shall be either the
Circuit Court of the State of Oregon in and for the County of
Multnomah, or the Federal District Court for the State of Oregon,
in Portland Oregon.
9.03 Integration. Employee has executed an Incentive Stock
Option Agreement (a copy of which is attached hereto as Exhibit
A) and may have executed certain Nonstatutory Stock Option
Agreements (which, if executed, are attached hereto as
Exhibit B). Except as set forth in the preceding sentence, this
Agreement constitutes the entire agreement of the parties with
respect to the subject matter of this Agreement and supersedes
all prior agreements, negotiations, or understandings, whether
oral or written, between the parties with respect thereto.
9.04 Heirs and Assigns. Subject to any restriction on
assignment contained herein, this Agreement shall be binding upon
and shall inure to the benefit of the respective party's heirs,
successors and assigns. Employer will require any successor
(whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all the business and/or
assets of Employer, by agreement in form and substance
satisfactory to Employee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such
succession had taken place. This Agreement shall not be
terminated by Employer's voluntary or involuntary dissolution or
by any merger or consolidation in which Employer is not the
surviving or resulting corporation, or on any transfer of all or
substantially all of the assets of Employer. In the event of any
such merger, consolidation, or transfer of assets, the provisions
of this Agreement shall be binding on and inure to the benefit of
the surviving business entity or the business entity to which
such assets shall be transferred.
9.05 Severabilitv. Any provision in this Agreement which is,
by competent judicial authority, declared illegal, invalid or
unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such
illegality, invalidity or unenforceability without invalidating
the remaining provisions hereof or affecting the legality,
validity or enforceability or such provision in any other
jurisdiction. The parties hereto agree to negotiate in good faith
to replace any illegal, invalid or unenforceable provision that,
to the extent possible, will preserve the economic bargain of
this Agreement, or otherwise to amend this Agreement.
Page 11 - EMPLOYMENT AGREEMENT
9.06 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and the
counterparts shall together constitute one and the same
agreement, notwithstanding that all of the parties are not
signatory to the original or the same counterpart.
9.07 Captions. The headings and captions herein are inserted
solely for the purpose of convenience of reference and are not
intended to govern, limit, or aid in the construction of any term
or provision hereof.
9.08 Execution. Each of the parties hereto shall execute,
acknowledge and deliver any instrument necessary to carry out the
provisions of this Agreement.
9.09 Construction. This Agreement has been prepared by legal
counsel for Employer. Employee has been advised and by her
execution hereof acknowledges, that he has the right to and
should have this Agreement reviewed by her own separate legal
counsel. This Agreement has been negotiated at arms' length with
the benefit of or opportunity to seek legal counsel and,
accordingly, shall not be construed against any of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the day and year first above written.
EMPLOYER:
RENTRAK CORPORATION,
an Oregon corporation
By: s/s ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, President
I acknowledge that I have read and agree to the foregoing
Agreement, including, without limitation, the provision allowing
termination of my employment "at will" by Employer in Section
2.02.
s/s ▇▇▇▇▇▇▇ ▇▇▇▇
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